Turned down the chance to play "Stella," the complicated widowed mistress of Richard Burton in the erotic triangle movie written by Edna O'Brien.

Angela Bassett turned down the role of Storm.

James Caviezel was set to play Cyclops but backed out.

Rachael Leigh Cook auditioned for the part of Rogue, but was not interested in the amount of CGI involved.

Considered for the role of Wolverine.

He was approached a few times by 20th Century Fox in the late 1990's for the part of Wolverine in the film adaptation of X-Men. When Fox finally decided on a director/producer team, he had to turn down their offer due to the condition that he was expected to be on the set for nine consecutive months, putting his band and touring on hold.

Considered for the role of Wolverine.

Considered for the role of Rogue.

Considered for the role of Wolverine.

Considered for the role of Wolverine.

Kevin Nash (WWE wrestler) was offered the role of Sabertooth, but turned it down.

Norton was reportedly considered for the role of Wolverine or Cyclops.

Jada Pinkett-Smith was once considered for the role of Storm but turned it down.

Natalie Portman turned down the part of Rogue.

Considered for the role of Wolverine.

Ryan was considered to play Mystique.

Dougray Scott was set to play Wolverine but dropped out to do Mission: Impossible II.

Vaughn was reportedly in negotiations for the part of Scott Summers (Cyclops).

Bryan Singer originally approached John Williams to compose the score but he was already committed to Saving Private Ryan.

Auditioned for the role of "Angel."

Auditioned for the role of Kitty Pryde.

Was considered to play "Kitty Pryde."

Josh Holloway sought the role of "Gambit," a superhero who divides fans of "X-Men" into rabid pro and anti camps. In the end, the producers decided not to include the character in the second sequel.

Was considered for the role of "Angel."

Channing Tatum auditioned for the role of Gambit, but the role was eventually cut from the film.

The "Layer Cake" director bowed out of the big-scale sci fi project.

Vogel had to turn down the role of Angel because he was already shooting Poseidon.

While Bryan Singer was still set to direct he intended to feature the villain Emma Frost/White Queen as a major character, with the role intended for Sigourney Weaver.

Tatum auditioned for the role of Gambit but the character was eventually dropped from the film.

Ethan Embry lost out on the role of Nightcrawler.

Neil Patrick Harris reportedly tried out for Nightcrawler.

Bana was the first choice to play Xandier (Vin Diesel).

Vin Diesel was asked to play the lead role once again, but refused.